AuKing Mining Limited Prospectus

11.1 ASX Corporate Governance Council Principles and Recommendations For the purposes of this Prospectus, the Company relies upon the provisions in Section 712 of the Corporations Act which enables the Company to incorporate material by reference into this Prospectus. Accordingly rather than contain all the information that may be required to be set out in a standard document of this type in relation to the corporate governance practices of the Company, it incorporates by reference the Corporate Governance Charter of AuKing Mining Limited ( Corporate Governance Charter ) lodged with ASIC on 9 March 2021. Any capitalised terms contained within this Corporate Governance section that are not defined, take their meaning from the Corporate Governance Charter. The Corporate Governance Charter can be obtained, at no cost, from the Company’s registered office and is also available on the Company’s website www.aukingmining.com. The following summary is provided pursuant to Section 712(2) of the Corporations Act . 11.2 General To the extent applicable, commensurate with the Company’s size and nature, the Company has adopted The Corporate Governance Principles and Recommendations (Fourth Edition) as published by ASX Corporate Governance Council ( Recommendations ). The Directors will seek, where appropriate, to provide accountability levels that meet or exceed the Recommendations, which are not prescriptions, but guidelines. The Company’s main corporate governance policies and practices are outlined below. 11.3 Board of Directors The Board of the Company is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company’s needs. The goals and objectives of the corporate governance processes are to: a. maintain and increase Shareholder value; b. formalise procedures to ensure the Company and the Board to act in a transparent and appropriate manner in their respective internal and external dealings; c. ensure that appropriate checks, balances and procedures are in place to monitor the operations of the Company and those charged with its management; d. ensure compliance with the Company’s legal and regulatory objectives; and e. provide shareholders with a transparent method to evaluate the performance of the Company from a corporate governance perspective. Consistent with these objectives, the Board assumes responsibility for a number of matters including: a. ensuring compliance with the Corporations Act , Listing Rules and all other relevant laws; b. implementing appropriate strategies to monitor performance of the Board in implementing its functions and powers and ensure that the Board are accountable to Shareholders; and c. implementing and overseeing the Company’s risk management framework to enable risks to be identified, assessed and managed and to set the risk appetite the Board expects Management to operate within. The Company is committed to the circulation of relevant materials to Directors in a timely manner to facilitate Directors’ participation in the Board discussions on a fully-informed basis. 11.4 Composition of the Board Having regard to the size and nature of the operations of the Company, the structure of the Board is determined having in accordance with a number of principles, including: a. to aim for a majority of the Board being independent directors; b. to aim for the appointment of a Chairperson who is an independent director and not the chief executive officer; c. to aim for a Board comprising members with diverse backgrounds; and d. to have a minimum of three directors. 11. Corporate Governance 212